0001193125-18-150974.txt : 20180503 0001193125-18-150974.hdr.sgml : 20180503 20180503170502 ACCESSION NUMBER: 0001193125-18-150974 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180503 DATE AS OF CHANGE: 20180503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sunlands Online Education Group CENTRAL INDEX KEY: 0001723935 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90454 FILM NUMBER: 18804819 BUSINESS ADDRESS: STREET 1: BUILDING 4-6, CHAOLAI SCIENCE PARK STREET 2: NO. 36 CHUANGYUAN RD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100012 BUSINESS PHONE: 86 10 52413738 MAIL ADDRESS: STREET 1: BUILDING 4-6, CHAOLAI SCIENCE PARK STREET 2: NO. 36 CHUANGYUAN RD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 SC 13G 1 d553966dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Sunlands Online Education Group

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00005 per share,

including in the form of American Depository Shares

(each 25 representing 1 Class A Ordinary Share)

 

(Title of Class of Securities)

86740P108

(CUSIP Number)

April 25, 2018

(Date of the Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)

 

 

 


SCHEDULE 13G

 

CUSIP No. 86740P108    Page  2 of 5 Pages

 

  1   

NAME OF REPORTING PERSONS

 

GIC Private Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

74,557.76 (1)

   6   

SHARED VOTING POWER

 

24,452.04 (1)

   7   

SOLE DISPOSITIVE POWER

 

74,557.76 (1)

   8   

SHARED DISPOSITIVE POWER

 

24,452.04 (1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

99,009.80 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.44% (2)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(1)  Number of shares beneficially owned are expressed in equivalent Class A ordinary shares which are represented through holdings in American Depository Shares.
(2)  Based on 1,818,383 Class A Ordinary Shares outstanding as of March 23, 2018, according to the Report on Form 424B4 filed by the Issuer with the Securities and Exchange Commission on March 23, 2018.


SCHEDULE 13G

 

CUSIP No. 86740P108    Page  3 of 5 Pages

 

Item 1(a) Name of Issuer

Sunlands Online Education Group

Item 1(b) Address of Issuer’s Principal Executive Offices

Building 4-6, Chaolai Science Park,

No. 36 Chuangyuan Road, Chaoyang District

Beijing, 100012, the People’s Republic of China

Item 2(a) Name of Persons Filing

GIC Private Limited (“GIC”)

Item 2(b) Address of Principal Business Office or, if none, Residence

168 Robinson Road

#37-01 Capital Tower

Singapore 068912

Item 2(c) Citizenship

Singapore

Item 2(d) Title of Class of Securities

Class A Ordinary Shares, par value US$0.00005 per share, including in the form of American Depository Shares (each 25 representing 1 Class A Ordinary Share)

Item 2(e) CUSIP Number

86740P108

Item 3 If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.


SCHEDULE 13G

 

CUSIP No. 86740P108    Page  4 of 5 Pages

 

Item 4 Ownership

(a - c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:

 

Reporting Person

   No. of Securities
Beneficially Owned
     Voting Power      Dispositive Power  
            Sole (1)      Shared (1)      Sole (1)      Shared (1)  

GIC Private Limited

     99,009.80        74,557.76        24,452.04        74,557.76        24,452.04  

 

(1) GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 74,557.76 securities beneficially owned by it. GIC shares power to vote and dispose of 24,452.04 securities beneficially owned by it with MAS.
(2) Number of shares beneficially owned are expressed in equivalent Class A ordinary shares which are represented through holdings in American Depository Shares.
(3) GIC disclaims membership in a group.

Item 5 Ownership of Five Percent or Less of a Class

Not applicable.

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8 Identification and Classification of Members of the Group

Not applicable.

Item 9 Notice of Dissolution of Group

Not applicable.

Item 10 Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SCHEDULE 13G

 

CUSIP No. 86740P108    Page  5 of 5 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of May 03, 2018.

 

GIC PRIVATE LIMITED
By:   /s/ Jimmy Teo Poh Leong
  Name:   Jimmy Teo Poh Leong
  Title:   Senior Vice President
By:   /s/ Celine Loh Sze Ling
  Name:   Celine Loh Sze Ling
  Title:   Senior Vice President